Kraft 2010 Annual Report Download - page 185

as a result of such transaction owns Kraft Foods Inc. either directly or indirectly) in substantially the same proportions relative to each other as
their ownership, immediately prior to such transaction, of the outstanding voting securities of Kraft Foods Inc.
xThe consummation of a plan of complete liquidation of Kraft Foods Inc. or the sale or disposition of all or substantially all of the Kraft Foods Inc.
assets, other than a sale or disposition pursuant to which all or substantially all of the individuals or entities who are the beneficial owners of the
outstanding voting securities of the Kraft Foods Inc. immediately prior to such transaction will beneficially own, directly or indirectly, more than
50% of the combined voting power of the outstanding securities entitled to vote generally in the election of directors (or similar persons) of the
entity purchasing or acquiring Kraft Foods Inc. assets in substantially the same proportions relative to each other as their ownership, immediately
prior to such transaction, of the outstanding voting securities of Kraft Foods Inc.
xThe date that a person or group acquires ownership of 20% or more of the outstanding voting securities of Kraft Foods Inc. excluding, however,
the following: (a) any acquisitions by Kraft Foods Inc. or any of it affiliates; (b) any acquisition by an employee benefit plan or related trust
sponsored or maintained by Kraft Foods Inc. or its affiliates; (c) any acquisition or merger described in this item 28.
xDuring any consecutive 24 month period, persons who constitute the board of directors at Kraft Foods Inc. at the beginning of such period cease
to constitute at least 50% of the board of directors at Kraft Foods Inc.; provided that each new member of the board who is approved by a
majority of directors who began such 24 month period shall be deemed to have seen a member of the Board at the beginning of such 24 month
period.
29. Definition of "Disability." A Participant shall be considered "Disabled" if [select one]:
¨by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of at least 12 months, the Participant is receiving income replacement benefits for at least 3 months under accident and health
plans of the Employer;
¨the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a continuous period of not less than 12 months;
¨the Participant is deemed to be totally disabled by the Social Security Administration;
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